Enzon Pharmaceuticals Announces Offering of Convertible Senior Notes.BRIDGEWATER, N.J. -- Enzon Pharmaceuticals, Inc., (NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on : ENZN) announced today that it has commenced a private placement of up to $175 million aggregate principal amount of convertible senior notes due 2013. Enzon expects to grant the initial purchasers an option to purchase up to an additional $50 million aggregate principal amount of such notes. Enzon intends to use the proceeds from the offering to acquire from time to time its outstanding 4 1/2% convertible subordinated notes due 2008 which acquisitions it may effect through various methods, including tender offers, open market purchases, privately negotiated transactions or other transactions. Enzon currently has $394 million aggregate principal amount of 4 1/2% convertible subordinated notes due 2008 outstanding. In connection with the offering, Franklin Advisors, Inc. has agreed that it will purchase a minimum of $75 million principal amount of such notes provided that the interest rate and initial conversion rate are within specified ranges. In addition, subject to completion of the offering, Franklin Advisors has agreed to sell $128 million principal amount of its 2008 convertible notes to Enzon. The notes being offered in the private placement are being offered only to qualified institutional buyers In law, a Qualified Institutional Buyer is a purchaser of securities that is financially sophisticated and is legally recognized by security market regulators to need less protection from sellers than most members of the public. , as defined in Rule 144A Rule 144A A Securities & Exchange Commission rule modifying a two-year holding period requirement on privately placed securities to permit qualified institutional buyers to trade these positions among themselves. under the Securities Act of 1933, as amended (the "Securities Act"). The notes have not been registered under the Securities Act or any other state securities laws, and may not be offered or sold in the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities law. This press release does not and will not constitute an offer to sell or the solicitation solicitation In criminal law, the act of asking, inducing, or directing someone to commit a crime. The person soliciting another becomes an accomplice to the crime. The term also refers to the act of obtaining bribes, as well as to the crime of a prostitute who offers sexual of an offer to buy the notes. This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act. This press release contains forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. within the meaning of the "safe harbor Safe Harbor 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. " provisions of the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995 with respect to among other things, Enzon's plan for the offering, the related exchange and the use of the offering proceeds. These statements are subject to a number of factors and uncertainties that could cause actual events to differ materially from those contemplated in the forward-looking statements. Factors that could affect Enzon's ability to complete the contemplated transactions include among other things, changes in the prices for the company's existing notes and its common stock, the satisfaction or waiver of the conditions to the offering, the willingness of holders of the existing notes to resell re·sell tr.v. re·sold , re·sell·ing, re·sells 1. To sell again. 2. To sell (a product or service) to the public or to an end user, especially as an authorized dealer. those notes, legal considerations and material changes in the markets for debt and equity securities or the capital markets in general. Enzon is under no obligation to (and expressly disclaims any such obligation to) update or alter its forward-looking statements whether as a result of new information, future events or otherwise. |
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